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APX General Terms of Use

Please carefully read the following General Terms of Use (“Terms of Use”) before using this website (“Site”). By using this Site, you agree to follow and be bound by these Terms of Use, which will be a legally enforceable agreement between you and APX and its subsidiaries, including APX Power Markets, Inc. (collectively or individually, “APX”). You covenant, represent and warrant that you are at least 18 years of age and that you are otherwise able to bind yourself and others whom you may represent, including for example your employer, in connection with these Terms of Use and this agreement.

Nothing contained in these Terms of Use is intended to modify or amend any other agreement, if any, that may currently be in effect between you and NYSE Blue or that may be agreed to in the future. See Conflict with Additional Terms below.

These Terms of Use as well as the information and materials contained in the Site are subject to change from time to time without notice. APX may periodically modify these Terms of Use, and any such modifications will be effective immediately upon posting. We suggest that you periodically check these Terms of Use for modifications. If you do not agree to these Terms of Use, do not use this Site.

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Access Subject to Local Restrictions

The Site and all information and functionality contained within it are not directed at or intended for use by any person resident or located in any jurisdiction where (1) the distribution of such information or functionality is contrary to the laws of such jurisdiction or (2) such distribution is prohibited without obtaining the necessary licenses or authorizations by NYSE Blue and such have not been obtained.

Limited license and restrictions on use

APX grants you a limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download and print the pages within this Site solely for your personal, informational and noncommercial use or as expressly authorized by APX in writing. Individual pages and/or sections of the Site may be printed for personal or internal use only, provided that such print outs retain all applicable copyright or other proprietary notices. You are responsible for obtaining and maintaining all equipment, services, and other materials that you need to access this Site. APX reserves all rights not expressly granted in these Terms of Use.

Except as otherwise stated in these Terms of Use as expressly authorized by APX in writing, you may not:

  • Loan, share, publish, republish, copy, reproduce, disclose, transmit, display, sell, license, lease or distribute any portion of the Site or any data thereon to any third-party, or use the Site as a basis for a directory or database prepared for commercial sale or distribution; provided, however, nothing shall prohibit internal business use or reporting to governmental agencies or your end-use customers;
  • Remove any copyright, trademark or other proprietary notices contained in the Site;
  • Disassemble, decode, decompile or otherwise reverse engineer any and all software (the “Software”) used in providing, accessing (other than commercially available third party internet browsers) or using the Site;
  • Access, download, transfer or manipulate data and databases comprising the Site using protocols or interfaces other than those provided by APX as part of the Site;
  • Have access to or make any use of the source code for the Site;
  • Infringe or misappropriate the Site or take any action inconsistent with APX’s ownership of and rights in the Site and the Software; and
  • Violate any law or regulations concerning data protection.

In addition, in using the Site, you agree:

  • not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked websites;
  • not to disrupt or interfere with any other user’s permitted enjoyment of the Site or affiliated or linked websites in accordance with these Terms of Use;
  • not to upload, post or otherwise transmit through or on the Site any viruses or other harmful, disruptive or destructive files;
  • not to use, frame or utilize framing techniques to enclose any APX trademark, logo or other proprietary information (including the images found at the Site, the content of any text or the layout/design of any page or form contained on a webpage) without the express written consent of APX;
  • not to use meta tags or any other “hidden text” utilizing an APX name, trademark, or product name except in accordance with these Terms of Use;
  • not to “deeplink” to the Site (i.e., link to any internal or subsidiary page of this Site that is located one or several levels down from the Site’s homepage) without APX’s express written consent;
  • not to create or use a false identity on the Site;
  • not to collect or store personal data about others obtained through the Site;
  • not to attempt to obtain unauthorized access to the Registry or portions of the Site that are restricted from general access;
  • not to take any action that will or could impose unreasonable or disproportionately large load on our Site or our other infrastructure;
  • not to post any material that is false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy or otherwise in violation of any applicable local, state, national, or international law, statute, regulation, ordinance or other means of establishing legal rights and obligations in any geographic area (collectively, “Applicable Law”);
  • not to post any copyrighted material unless the copyright is owned by you, which such posting shall be deemed consent by you of the publication of such copyrighted material on the Site; and
  • to comply with all Applicable Law that relate to your use of or activities on the Site including but not limited to United States export restrictions.

Bulletin Boards

To the extent any bulletin board, chat room or any other similar forum on the Site (collectively, the “Boards”) exists, APX is not responsible for any material posted on the Boards, or the accuracy of such material, by any third party. If such Boards are established, APX would merely be administering the material on the Boards and providing access to such material as a service to you. The Boards shall be used only in a non-commercial manner. In using any Boards, you agree not to upload, transmit, distribute or otherwise publish on such Boards any material that is, to the best of your reasonably obtained knowledge, libelous, defamatory, obscene, abusive, pornographic, threatening, inaccurate, or an invasion of privacy; an infringement of the intellectual property rights, including, but not limited to, copyrights and trademarks, of any person or entity; material that is illegal in any way or advocates illegal activity under any Applicable Law; an advertisement or solicitation of funds, goods or services (unless otherwise permitted on the Board); a message posted by you impersonating another; personal information such as messages which identify personal phone numbers, account numbers, personal addresses, or employer references; or chain letters or serial communications of any kind. You also agree to indemnify APX for any claims or suits arising from your posting of such material on any such Boards. APX reserves the right to monitor and delete any postings deemed inconsistent with its policies or these Terms of Use. APX does not assume any obligation to monitor materials in the Board or any liability for failing to either monitor the Boards or remove specific material.

Intellectual Property Rights

The Site and any and all content on the Site are protected by copyright and/or other intellectual property laws and any unauthorized use of such intellectual property or information or the Site may violate such laws related to their protection. Except as expressly provided herein, APX does not grant any express or implied right or license of any kind to you under any patents, copyrights, trademarks or trade secret information with respect to such intellectual property and/or information and/or the Site.

Except as expressly provided by copyright law or these Terms of Use, you may not copy, distribute, modify, publish, sell, transfer, license, transmit, display, participate in the transfer or sale of, or create derivative works of, any of such intellectual property or information or the Site, either in whole or in part, other than (a) as may be required or compelled by Applicable Law or (b) as APX may agree in its sole discretion.

You acknowledge that you do not acquire any ownership rights by downloading copyrighted material.

Systematic retrieval of content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) or creating links to the Site without written permission from APX is specifically prohibited.

Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, APX designates an agent to receive by mail notifications of claimed copyright infringement: NYSE Blue, 111 River Street, Suite 1204, Hoboken, NJ 07030, Attention: General Counsel. The designated copyright agent can also be reached by telephone at (201) 748-7900, by fax at (201) 748-7901 and by e-mail at intellectualproperty@NYSEBlue.com.

You retain copyright and any other rights you already hold in content that you submit, post or display on or through the Site. By submitting, posting or displaying the content you give APX a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such content.

You understand that APX, in performing the required technical steps to provide the Site and its services to you and our other users, may (a) transmit or distribute your content over various public networks and in various media; and (b) make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit APX to take these actions.

You confirm and warrant to APX that you have all the rights, power and authority necessary to grant the above license.

No Warranty

The information and materials contained in the Site have been gathered by APX from sources believed by it to be reliable. They are provided “as is” and “as available”, and APX makes no representations or warranties of any kind with respect to the information and materials contained in the Site, including without limitation warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, APX does not warrant the accuracy, timeliness, completeness, reliability or availability of the Site or the information or results obtained from use of the Site, or that the Site is virus-free or error-free. APX has no obligation to audit, validate or otherwise verify any information contained in the Site.

No Liability

To the fullest extent permitted by law, in no event shall APX or any of its directors, employees, agents or others with whom it may collaborate to provide the Site have any liability whatsoever to any person for any direct or indirect loss, liability, cost, claim, expense or damage of any kind, whether in contract or in tort, including negligence, or otherwise, arising out of or related to the use of all or part of the Site, even if APX has been advised of the possibility of the same.

Links

APX makes no claim or representation regarding, nor does APX accept any responsibility for, the quality, content, nature, or reliability of sites accessible by hyperlink from the Site, or sites linking to the Site. The linked sites are not under the control of APX and APX shall not be responsible for the content of any linked site or any link contained in a linked site, or any review, changes, or updates to such sites. The inclusion of any link does not imply affiliation, endorsement or adoption by APX of a linked site or any information contained therein. When leaving the Site for another site, you should be aware that these Terms of Use no longer govern, and therefore you should review the applicable terms and policies, including privacy and data-gathering practices, of that other site. APX shall have no liability for third-party content or websites or websites linking to or framing the Site.

Electronic Communication (E-Mail)

The Internet is a universally accessible medium. Ordinary E-mail messages sent over the Internet are neither confidential nor secure. They may be viewed by third parties, lost, intercepted or altered. E-mails may circulate across national borders, even if both sender and recipient are located in the same country.

You are therefore recommended to communicate with APX by using a secure channel if such channel is provided by APX. In no event should you use ordinary E-mail to transmit personal or confidential information such as any account related data.

APX shall not be liable to you or anybody else for any damages incurred in connection with any messages sent to APX using ordinary E-mail or any other electronic messaging system.

Viruses

APX does not assume any responsibility, and shall not be liable for, any damages to, or viruses that may infect, your equipment or other property on account of your access to or use of the Site.

Submissions

Please do not reveal trade secrets or other confidential information as you communicate to APX via the Site. Any and all rights to materials and ideas submitted to us are non-confidential, become our exclusive property and may be used and disclosed by us without restriction unless or except as otherwise agreed between APX and you in writing.

Severability Clause

If any part of these Terms of Use is held to be unenforceable or illegal by a court, arbitration panel or governmental administrative agency, such holding shall not affect the validity of the other parts of the Terms of Use, which shall at all times remain in full force and effect.

Conflict with Additional Terms

Certain web pages or areas on the Site may contain additional terms, conditions, disclosures and disclaimers (together “Additional Terms”). In addition, you may enter into one or more other agreements with APX (the “Other Agreements”). In the event of a conflict between (a) these Terms of Use or the Additional Terms and (b) the Other Agreements, the Other Agreements shall govern. In the case of a conflict between these Terms of Use and the Additional Terms, the Additional Terms shall govern unless or to the extent that they do not conflict with the Other Agreements.

Termination

The rights granted to you herein terminate immediately upon any violation by you of these Terms of Use. APX, in its sole discretion, reserves the right to temporarily or permanently terminate your access to and use of this Site at any time and for any reason whatsoever, without notice or liability. APX will not be liable to you or any third party for any termination of your access to or use of this Site.

Applicable Law and Dispute Resolution

The laws of the State of New York, United States of America, without regard to principles of conflict of laws, govern these Terms of Use and any dispute that might arise between you and APX.

In the event there is any claim arising out of or relating to these Terms of Use (any such claim, a “Dispute”), you and APX shall first attempt in good faith to settle by mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures then in effect. At least thirty (30) days prior to initiating such mediation, the party seeking to mediate (“Demanding Party”) shall give the other party written notice describing the claim and the amount as to which it intends to initiate the action, as well as providing all supporting documentation available to the Demanding Party.

Any Dispute that has not been resolved by mediation within forty-five (45) days after initiation of the mediation procedure shall resolved by arbitration administered by the AAA under its Commercial Arbitration Rules and Supplementary Procedures for Online Arbitration then in effect. The arbitrator(s) will have no authority to award punitive damages nor any other damages not measured by a prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of these Terms of Use. Neither any party nor the arbitrator(s) may disclose the existence or results of any arbitration hereunder without the prior written consent of all parties.

Each Party shall be responsible for the payment of all of its costs associated with the resolution of said dispute whether in arbitration or before a court of law, including but not limited to any filing fees, arbitrator fees, its attorneys’ fees and other costs incurred in such proceeding, provided that if a dispute is initiated in bad faith, as determined by the arbitrator(s), the party initiating the dispute shall be responsible for all of the other party's defense costs.

APX's privacy policy

APX will use and maintain information provided by you in accordance with our Privacy Policy. This policy explains how APX treats your personal information, and protects your privacy, when you use the Site. You agree to the use of your data in accordance with APX’s privacy policies.

Revised February 2011

Privacy Policy